DEFA14A 1 0001.txt SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy Statement |X| Definitive Additional Materials |_| Soliciting Material Pursuant to Rule 14a-12 DEXTER CORPORATION ------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A ------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (a) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------------- (b) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------------- (c) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: ------------------------------------------------------------------------------- (d) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------------- (e) Total Fee paid: ---------------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid:____________________________________________ (2) Form, Schedule or Registration Statement No.:______________________ (3) Filing Party: _____________________________________________________ (4) Date Filed: _______________________________________________________ As filed with the Commission on June 30, 2000 DEXTER -2 Dexter Corporation One Elm Street Windsor Locks, CT 06096-2334 Tel: 860.292.7675 Fax: 860.292.7673 Contact: Kathleen Burdett John Thompson Dexter Corporation 860.292.7675 or Lawrence A. Rand Michael Freitag Kekst and Company 212.521.4800 FOR IMMEDIATE RELEASE DEXTER ASSET SALE TO LOCTITE RECEIVES APPROVAL OF HENKEL SHAREHOLDER COMMITTEE WINDSOR LOCKS, CONNECTICUT, June 29, 2000 - Dexter Corporation (NYSE:DEX) today announced that, as expected, the shareholder committee (Gesellschafterausschuss) of Henkel KGaA of Germany has approved the definitive asset sale agreement signed by Dexter and Loctite Corporation (a member of the Henkel Group) on June 20, 2000. As previously announced, in conjunction with its ongoing program to maximize shareholder value in the short term, Dexter has agreed to sell its Electronic Materials, Adhesives and Polymer Systems businesses to Loctite for $400 million in cash. The agreement was previously approved by Dexter's Board of Directors and the Management Board of Henkel. The transaction is subject to customary regulatory approvals including the Hart-Scott Rodino Act and other customary conditions. The Loctite transaction is not subject to approval of Dexter's shareholders. However, on June 22, 2000, International Specialty Products Inc. sought permission from the United States District Court for the District of Connecticut to move for a preliminary injunction enjoining Dexter from closing the Loctite sale and requiring that Dexter obtain shareholder approval for this transaction. A hearing on ISP's motion has been scheduled for July 18. Dexter Corporation is a global specialty materials supplier with three operating segments: life sciences, nonwovens, and specialty polymers. The company supplies specialty materials to the aerospace, electronics, food packaging, and medical markets. Note - We are required to include with all communications regarding our program to maximize value for our stockholders the following cautionary statement - "No assurance can be given that shareholder value will be maximized." Any statements in this press release that are not historical facts are "forward-looking statements" as that term is defined under the Federal Securities Laws. Forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from those stated in such statements. These and other risks are detailed in the Company's filings with the Securities and Exchange Commission. Special Materials for Special Effects # # # #